DEF 14A of Arcus Biosciences, Inc., Apr 23, 2024

DEF 14A of Arcus Biosciences, Inc.

Filed Apr 23, 2024 · FY20230001724521-24-000079

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes, and each class has a three-year term. The terms of the Class III directors expire at the Annual Meeting, the terms of the Class I directors expire at the 2025 annual meeting of stockholders and the terms of the Class II directors expire at the 2026 annual meeting of stockholders. Vacancies on the Board may be filled only by persons appointed by a majority of the remaining directors. A director appointed by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. There are three Class III directors whose terms of office expire at the Annual Meeting. If elected at the Annual Meeting, each of the nominees would serve as Class III directors until the 2027 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. Dr. Rosen and Ms. Falberg were previously elected to the Board by our stockholders in June 2021. Dr. Higgins was recommended for appointment to the Board by Gilead Sciences, Inc. ("Gilead"), in connection with their rights under the Investor Rights Agreement that we entered into with them (the "Investor Rights Agreement"), and was appointed in August 2021. We invite and encourage our directors and nominees for director to attend the Annual Meeting, but have no formal policy regarding their attendance at our annual meetings. All of the then-current members of the Board attended the 2023 annual meeting of stockholders. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by the Board. Each nominee has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. The following table sets forth information regarding our directors as of April 1, 2024:

  2. ELECTION OF DIRECTORS

    | NAME | CLASS | AGE | POSITION HELD WITH THE COMPANY | | Terry Rosen, Ph.D. | III | 65 | Chief Executive Officer, Director and Chairman | | Kathryn Falberg(1)(2) | III | 63 | Director | | Linda Higgins, Ph.D.(4) | III | 61 | Director | | Yasunori Kaneko, M.D.(1)(2) | I | 70 | Director | | David Lacey, M.D.(2)(3)(4) | II | 71 | Director | | Nicole Lambert(3) | II | 50 | Director | | Patrick Machado, J.D.(3) | I | 60 | Director | | Johanna Mercier | II | 54 | Director | | Merdad Parsey, M.D., Ph.D.(4) | II | 61 | Director | | Andrew Perlman, M.D., Ph.D.(1)(4) | I | 76 | Director | | Antoni Ribas, M.D., Ph.D.(4) | I | 58 | Director |

  3. ELECTION OF DIRECTORS

    (1)Member of the Audit Committee. (2)Member of the Compensation Committee. (3)Member of the Nominating and Corporate Governance Committee. (4)Member of the Science Committee. Below we provide a brief biography of each nominee for election to a three-year term as a Class III Director at the Annual Meeting: Kathryn Falberg has served as a member of the Board since September 2017. She served as the Executive Vice President and Chief Financial Officer of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), a biopharmaceutical company, from March 2012 to March 2014, after serving as its Senior Vice President and Chief Financial Officer since December 2009. From 2001 through 2009, Ms. Falberg worked with a number of smaller companies while serving as a corporate director and audit committee chair for several companies. From 1995 to 2001, Ms. Falberg was with Amgen, Inc. (Nasdaq: AMGN), where she served in various roles including Senior Vice President, Finance and Strategy, Chief Financial Officer, Vice President, Chief Accounting Officer, and Vice President, Treasurer. Ms. Falberg also serves as a member of the boards of directors, and on the audit committee, of biopharmaceutical company Nuvation Bio Inc. (NYSE: NUVB) and is a member of the board of directors of The Trade Desk, Inc. (Nasdaq: TTD), a technology company. Ms. Falberg has previously served on the boards of directors of multiple companies including Tricida, Inc. from April 2018 to June 2023, Urogen Pharma Ltd. (Nasdaq: URGN), from May 2015 until June 2022, Aimmune Therapeutics, Inc. from May 2015 until its acquisition by Nestlé S.A. in October 2020, Sio Gene Therapies Inc. (f.k.a, Axovant Sciences, Ltd.) (Nasdaq: SIOX) from April 2017 until February 2018, BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) from July 2016 until June 2017, aTyr Pharma, Inc. (Nasdaq: LIFE) from July 2014 until May 2017, Medivation, Inc. from January 2013 until its acquisition by Pfizer Inc. in September 2016 and Halozyme Therapeutics, Inc. (Nasdaq: HALO) from May 2007 until May 2016. Ms. Falberg holds an M.B.A. in Finance and B.A. in Economics from the University of California, Los Angeles and is an inactive certified public accountant. We believe Ms. Falberg is able to make valuable contributions to the Board due to her extensive business experience as an executive in the pharmaceutical industry and her service as a director and audit committee member of various other companies. Linda Higgins, Ph.D. has served as a member of the Board since August 2021. Dr. Higgins is currently the Senior Vice President Research, Strategy, Innovation and Portfolio at Gilead Sciences, Inc. (Nasdaq: GILD). Dr. Higgins joined Gilead in December 2010 and in her first nine years led its Biology group, leading a significant expansion of the therapeutic area scope and capabilities of the department. Prior to joining Gilead, Dr. Higgins previously served as the President & Chief Executive Officer of InteKrin Therapeutics from April 2007 until November 2010 and as Head of Research at Scios, Inc., a Johnson & Johnson company, from September 1991 until March 2007, where she provided leadership for drug discovery, preclinical development, and translational medicine. Dr. Higgins obtained her B.A. degree in Behavioral Physiology from Kenyon College and her Ph.D. in Neuroscience from the University of California, San Diego School of Medicine and conducted her post-doctoral research in Molecular Genetics at the Howard Hughes Medical Institute at the University of California, Berkeley. Dr. Higgins currently serves on the Supervisory Board of Galapagos NV (Nasdaq: GLPG) and the board of directors of Tizona Therapeutics. Dr. Higgins was selected to be appointed to the Board pursuant to the Investor Rights Agreement and we believe she is able to make valuable contributions to the Board due to her extensive research and business experience. Terry Rosen, Ph.D. is our co-founder and has served as the Chairman of the Board since December 2017, our Chief Executive Officer since May 2015 and as a member of the Board since April 2015. Previously, Dr. Rosen co-founded (with Dr. Jaen) and served as the Chief Executive Officer of Flexus Biosciences, Inc. from October 2013 to April 2015, when it was acquired by Bristol-Myers Squibb. Prior to that, Dr. Rosen was at Amgen, Inc. (Nasdaq: AMGN), a biopharmaceutical company, from 2004 to January 2013 where he most recently served as Vice President of Therapeutic Discovery from 2011 to January 2013. He also worked at Tularik Inc., a biopharmaceutical company, from 1993 to 2004 when it was acquired by Amgen, Inc., Pfizer Central Research, a division of Pfizer Inc. (NYSE: PFE), a biopharmaceutical company, from 1987 to 1993, and Abbott Laboratories (NYSE: ABT), a health care company, from 1985 to 1987. Dr. Rosen serves on the Berkeley Board of Visitors and on the board of trustees of the Berkeley Foundation, the California Life Sciences Association, and the Salk Institute. He also serves on the boards of Epiodyne, Inc., Ideaya Biosciences, Inc. (Nasdaq: IDYA), Simcha Therapeutics Holding Company, LLC and Sonoma Biotherapeutics, Inc. Dr. Rosen holds a B.S. in Chemistry from the University of Michigan and a Ph.D. in Chemistry from the University of California, Berkeley. We believe that Dr. Rosen should serve as a director based on his position as one of our founders and as our Chief Executive Officer, his extensive experience in general management and business development and his experience in the field of biosciences. A VOTE IN FAVOR OF EACH NOMINEE. The following is a brief biography of each director who is not up for reelection at the Annual Meeting and whose term on the Board will continue as noted below:

  4. Class I Directors Continuing in Office until the 2025 Annual Meeting

    Class I Directors Continuing in Office until the 2025 Annual Meeting Andrew Perlman, M.D., Ph.D. has served as a member of the Board since December 2020. Dr. Perlman currently serves as Managing Director and Head of non-clinical Development of X-37, LLC, an artificial intelligence-enabled drug discovery company since November 2018. He is also Managing Director and Chief Medical Officer of Velocity Pharmaceutical Development LLC, a pharmaceutical company that acquires attractive drug candidates and rapidly advances them through a commercially relevant clinical proof-of-concept, a position he has held since 2011. Dr. Perlman also served as President of Vitesse Biologics, LLC, a biotech company focused on the development of antibody and protein-based therapeutics in the areas of immunology, hematology, and oncology, which was a joint collaboration among Velocity Pharmaceutical Development LLC, Shire plc and the Mayo Clinic, until its acquisition in December 2020. From 2004 to October 2016, Dr. Perlman was Chief Executive Officer at Innate Immune Inc., a biotech company focused on developing therapies for asthma and autoimmune diseases. From 1993 to 2004, Dr. Perlman served as Vice President and then Executive Vice President of Tularik Inc. (acquired by Amgen Inc.), except for nine months in 2002 when he served as Chief Executive Officer of Affymax Inc. At Tularik Inc., Dr, Perlman’s responsibilities included clinical trial design and implementation, business development and financing activities, culminating with Tularik Inc.'s acquisition by Amgen Inc. in 2004 for $1.3 billion. Dr. Perlman began his notable career in drug development at Genentech, Inc., where he played a key role in the development, FDA approval, and marketing of Nutropin, a human growth hormone, and was responsible for the development of Genentech’s portfolio of endocrine drugs and drug candidates. Dr. Perlman also serves as an advisor to various companies, including venture capital firms 8 LLC, Avestria Ventures Management LLC and V2M Capital LLC, and biotechnology companies Hexagon Bio, Inc., Hinge Bio, Inc., Mantra Bio,Inc., Shasqi, Inc., Acelot Inc. and Escalante, Inc. Dr. Perlman has a B.S. in Physics from MIT and an M.D. and Ph.D. in physiology from New York University. He did his Ph.D. research in the laboratory of Nobel laureate Professor Eric Kandel and received postgraduate clinical training at Stanford School of Medicine and NYU. From 1984 to 1987 he was an assistant professor at Stanford University where he engaged in clinical work, teaching and research on hypertension. We believe Dr. Perlman is able to make valuable contributions to the Board due to his extensive business, finance and development experience in the biopharmaceutical industry. Antoni Ribas, M.D., Ph.D. has served as a member of the Board since October 2019. Dr. Ribas has also served as a member of the Scientific Advisory Board since its creation in 2015. Dr. Ribas is an internationally recognized physician-scientist who conducts translational and clinical research aimed at understanding how the immune system can be used to treat cancer. He has been a leader in the research and clinical development of multiple types of therapeutic agents, including immune checkpoint inhibitors, gene-engineered T cells, and BRAF-targeted therapies. His efforts have been instrumental in transforming the treatment paradigm for oncology patients, particularly those with malignant melanoma, having served as principal investigator for multiple trials, including those involving the breakthrough cancer therapy, Keytruda®. Dr. Ribas has served as Professor of Medicine, Surgery, and Molecular and Medical Pharmacology at the University of California Los Angeles (UCLA) since July 2011, Director of the Tumor Immunology Program at the UCLA Jonsson Comprehensive Cancer Center since June 2010, and Director of the Parker Institute for Cancer Immunotherapy Center at UCLA since 2016. He was the President for the American Association for Cancer Research (AACR) from April 2020 to April 2021. Dr. Ribas has founded or advised several successful biopharma companies, such as Kite Pharma Inc. and Flexus Biosciences, Inc. Most recently, he co-founded PACT Pharma, Inc., a company developing personalized cancer neoantigen-targeted T cell therapies, together with Professors David Baltimore and Jim Heath and Arcus cofounders, Terry Rosen and Juan Jaen. Dr. Ribas received MD and Ph.D. degrees from the Universidad de Barcelona (Spain). He completed his internship and residency in medical oncology at the University Hospital Vall d’Hebron (Barcelona, Spain) and conducted postdoctoral research at UCLA. Following a fellowship in hematology/oncology in the Department of Medicine at UCLA, he has held numerous faculty and administrative positions at UCLA since 2001. Dr. Ribas has received a myriad of awards and honors, including the AACR-CRI Lloyd J. Old Award in Cancer Immunology, the AACR Richard and Hinda Rosenthal Award and the National Cancer Institute Outstanding Investigator Award. Dr. Ribas has also served on the board of directors of leading scientific organizations such as the AACR and the Society for Immunotherapy for Cancer. We believe Dr. Ribas is able to make valuable contributions to the Board due to his extensive experience in medicine and clinical research. Patrick Machado, J.D. has served as a member of the Board since December 2019. Mr. Machado has over two decades of experience growing biopharmaceutical organizations from development through commercialization. He has extensive operational experience, having led finance, business development and legal functions at multiple companies. Mr. Machado co-founded and served as Chief Financial Officer and Chief Business Officer at Medivation, Inc. from August 2003 until his retirement in April 2014 and served as a member of Medivation’s board of directors from April 2014 until its acquisition by Pfizer Inc. in September 2016. During his tenure at Medivation, Mr. Machado helped lead the company

  5. Class I Directors Continuing in Office until the 2025 Annual Meeting

    through substantial growth and challenges, providing strong leadership during the clinical development and successful commercial launch of XTANDI® in prostate cancer. Prior to Medivation, Mr. Machado worked at ProDuct Health, Inc. from 1998 until 2001 where he held positions as Chief Financial Officer, Senior Vice President of Business Development and General Counsel; Mr. Machado was also responsible for working with national health plans in the U.S. to expand access to patients in need of ductal lavage. Earlier in his career, Mr. Machado served as chief legal counsel to the Chiron Technologies business unit at Chiron Corporation from 1996 until 1998 and led the transaction teams for all substantial Chiron Technologies collaborations. Prior to joining Chiron, Mr. Machado worked for Morrison & Foerster LLP from 1990 until 1996, a leading international law firm, and for the Massachusetts Supreme Judicial Court from 1989 until 1990. Mr. Machado also serves as a member of the board of directors of Adverum Biotechnologies, Inc. (Nasdaq: ADVM), Xenon Pharmaceuticals (Nasdaq: XENE) and ACELYRIN, Inc. (Nasdaq: SLRN). Mr. Machado also serves on the board of Chimerix, Inc. (Nasdaq: CMRX) since June 2014; however, he has resigned from the Chimerix board and from the audit committee of the Chimerix board effective as of the date of Chimerix’s next annual meeting, scheduled for June 20, 2024. Mr. Machado previously served on the board of directors of Turnstone Biologics Corp. (Nasdaq: TSBX) from August 2018 until April 2024, Sio Gene Therapies Inc. (f.k.a. Axovant Sciences, Inc.) (Nasdaq: SIOX) from June 2017 until February 2018, Endocyte, Inc. from February 2018 until December 2018, Rocket Pharmaceuticals, Inc. (f.k.a. Inotek Pharmaceuticals Corporation) (Nasdaq: RCKT) from August 2016 until January 2018, Principia Biopharma Inc. from June 2019 until its acquisition by Sanofi S.A. in September 2020, Roivant Sciences Ltd. (Nasdaq: ROIV) from October 2016 until June 2022, SCYNEXIS, Inc. (Nasdaq: SCYX) from October 2016 until June 2022 and Turning Point Therapeutics, Inc. from May 2019 until its acquisition by Bristol-Myers Squibb Co. in September 2022. Mr. Machado received his J.D. degree from Harvard Law School and holds both a Bachelor of Science degree in Economics and a Bachelor of Arts degree in German from Santa Clara University in California. We believe Mr. Machado is able to make valuable contributions to the Board due to his extensive business experience as an executive and public company director in the pharmaceutical industry. Yasunori Kaneko, M.D. has served as a member of the Board since May 2015. Dr. Kaneko was a Managing Director at Skyline Venture Partners, L.P., a venture capital firm, from January 1999 to January 2019. Dr. Kaneko previously served as Chief Financial Officer and Vice President, Business Development at Tularik, Inc., a biopharmaceutical company, at various times from 1992 until 1999. Dr. Kaneko served as a Senior Vice President and Chief Financial Officer of Ionis Pharmaceuticals, Inc. (Nasdaq: IONS), a pharmaceutical company, which went public in May 1991 during his tenure from 1991 to 1992. Dr. Kaneko began his career at Genentech, Inc., a biotechnology company, where he served in a business development role, from 1981 to 1987 and as head of corporate finance in the investment banking division of Paribas Capital Markets LTD, from 1987 to 1991. Dr. Kaneko is a member of the Stanford Interdisciplinary Life Sciences Council and serves on the board of Provigate Inc. Dr. Kaneko served on the board of Nippon Paint Holdings Co., Ltd. (TYO: 4612) from March 2018 to March 2020, and LeukoSite Inc., a biopharmaceutical company, from February 1998 until its merger with Millennium Pharmaceuticals, Inc. in December 1999. Dr. Kaneko received an undergraduate degree and a medical degree from Keio University in Tokyo, and an M.B.A. from Stanford Graduate School of Business. We believe Dr. Kaneko is able to make valuable contributions to the Board due to his educational background in medicine, as well as his experience in the life science, pharmaceutical and related financial industries.

  6. Class II Directors Continuing in Office until the 2026 Annual Meeting

    Class II Directors Continuing in Office until the 2026 Annual Meeting David Lacey, M.D. has served as a member of the Board since May 2020. From 1994 until his retirement in 2011, Dr. Lacey held various positions at Amgen Inc. (Nasdaq: AMGN), including Senior Vice President of Discovery Research. By the end of his tenure, he oversaw a research organization of approximately 1200 employees, encompassing four broad therapeutic areas: Inflammation, Oncology, Metabolic Disorders and Neurosciences that utilized both large and small molecules to interdict validated targets across these focus areas. Kepivance, Prolia, Xgeva, and Repatha were among a number of drugs that emerged from Amgen laboratories while under his supervision. Since July 2011, Dr. Lacey has provided services as a biopharmaceutical consultant to a number of private companies, academic institutions and venture capital firms through his company, David L. Lacey LLC. He currently serves on the board of directors of Atreca, Inc. (Nasdaq: BCEL), Nurix, Inc. (Nasdaq: NRIX) and Inbiomotion SL. Previously, Dr. Lacey served on the Boards of Directors of Argenx SE (Nasdaq: ARGX) from July 2014 until May 2021 and UNITY Biotechnology, Inc. (Nasdaq: UBX) from February 2018 to December 2020. He obtained both his B.A. in Biology and M.D. from the University of Colorado and received his formal training in Anatomic Pathology at Washington University in St. Louis, Missouri. We believe Dr. Lacey is able to make valuable contributions to the Board due to his extensive experience in drug discovery and management of large research organizations. Johanna Mercier Ms. Mercier has served as a member of the Board since January 2024. Ms. Mercier has served as the Chief Commercial Officer of Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company, since May 2019. In her role at Gilead, she is responsible for overseeing the global commercialization of all of Gilead’s medicines throughout the product lifecycle. Under her leadership, Gilead works to ensure that patients around the world have access to the company’s transformational medicines. Prior to Gilead, she served in a number of executive leadership positions over 25 years at Bristol-Myer Squibb including as President, U.S. & Large Markets from September 2018 until May 2019, President, U.S. from August 2017 until October 2018 and President, European Markets, Australia & Canada from August 2016 until August 2017. In her time there, she gained broad experience across geographies and in all aspects of the commercial business and she successfully evolved the culture and drove strong commercial execution with double-digit growth and multiple launches that changed the standard of care in melanoma and renal cancers. Ms. Mercier holds a bachelor’s degree in biology from the University of Montreal and an MBA from Concordia University. She currently serves on the board of directors of Neurocrine Biosciences, Inc. (NASDAQ: NBIX) and the University of Southern California’s Leonard D. Schaeffer Center for Health Policy and Economics. Ms. Mercier was selected to be appointed to the Board pursuant to the Investor Rights Agreement and we believe she is able to make valuable contributions to the Board due to her extensive commercial experience. Merdad Parsey, M.D., Ph.D. has served as a member of the Board since July 2020. Dr. Parsey is currently the Chief Medical Officer of Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company, where he is responsible for overseeing Gilead’s global clinical development and medical affairs organizations, a role he has held since November 2019. From October 2015 to November 2019, Dr. Parsey served as Senior Vice President of Early Clinical Development at Genentech, Inc., a biotechnology company, where he led clinical development for areas including inflammation, oncology and infectious diseases. Prior to Genentech, Dr. Parsey served as President and Chief Executive Officer of 3-V Biosciences Inc. (now Sagimet BioSciences Inc.) from September 2006 to October 2015. Prior to Sagimet BioSciences, Dr. Parsey held development roles at Sunovion Pharmaceuticals Inc. (f.k.a. Sepracor, Inc.) from 2004 to 2006, Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN) from 2002 to 2004 and Merck & Co., Inc. (NYSE: MRK) from 1998 to 2000, and was Assistant Professor of Medicine and Director of Critical Care Medicine at the New York University School of Medicine from 2000 to 2002. Dr. Parsey completed his M.D. and Ph.D. at the University of Maryland, Baltimore, his residency in Internal Medicine at Stanford University and his fellowship in Pulmonary and Critical Care Medicine at the University of Colorado. He currently also serves on the boards of directors for Sagimet BioSciences Inc., TransCelerate BioPharma Inc., the Gilead Foundation and the Institute for Human Virology. Dr. Parsey was selected to be appointed to the Board pursuant to the Investor Rights Agreement and we believe he is able to make valuable contributions to the Board due to his extensive clinical development experience. Nicole Lambert has served as a member of the Board since August 2021. Ms. Lambert has served as the Chief Operating Officer of Myriad Genetics, Inc. (Nasdaq: MYGN), a genetic testing and precision medicine company, since December 2021, where she is responsible for accelerating the company’s transformation and growth plans, elevating products to their full potential, and implementing operational efficiencies to better serve patients and healthcare providers. Ms. Lambert served in various roles since joining Myriad Genetics in 2001 including Group President of Myriad Oncology, Myriad Women’s Health and Myriad International from March 2019 until December 2021, General Manager for Myriad Genetics' Oncology business from July 2018 to February 2019, and General Manager for its Urology business unit from June 2015 to June 2018. Prior to Myriad Genetics, she was a genetic councilor at Laboratory Corporation of America Holdings from February 2000 to May 2001. Ms. Lambert received her bachelor's degree in Biology and Sociology from Boston College and her master’s degree in Genetic Counseling from Mt. Sinai School of Medicine at New York University. We believe Ms. Lambert is able to make valuable contributions to the Board due to her extensive commercial experience.

  7. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The goals of our executive compensation program are to align our executive officers’ compensation with our corporate objectives and the interests of our stockholders. To do this, we focus on the following principles to guide decisions regarding executive compensation: •Competitive Total Compensation Package. We compete for qualified employees, including executive officers, both in the San Francisco Bay Area (where our principal offices are located) and in the pharmaceutical and biotechnology industries, where competition for talented employees is fierce. We strive to offer a market-competitive compensation package that enables us to attract and retain superior executive officers and other employees with outstanding skills and values who contribute to our long-term success. •Pay-for-Performance. We structure our executive compensation program so that executives are appropriately incentivized to achieve our annual corporate goals and longer-term business strategies and objectives. The annual bonus and equity awards for our executive officers are determined based on an assessment of the company's performance and such executive officer’s contribution to the achievement of the company's goals and objectives. •Alignment with Stockholders. We use equity-based awards to align executive incentives with the creation of stockholder value. For our executive officers, our equity awards are predominately weighted towards options as we believe that options provide a strong alignment with our stockholders’ interests because their entire value depends on future stock price appreciation; to a lesser extent we also grant restricted stock units “RSUs” as we believe that RSUs also promote retention and allow us to deliver value while using fewer authorized shares. •Flexibility, Simplicity and Parity. Our compensation program is intended to be flexible so that we can adapt to rapid changes in the competitive environment for executives in the biotechnology industry and simple in design to facilitate communication, understanding and administration. We also strive to provide internal parity for similarly situated executives within the company. •Avoidance of Excessive Perquisites. In general, we do not offer our executive officers any enhanced benefits or perquisites as compared to our overall employee population. However, from time-to-time, we may provide a perquisite if appropriate and also determined by our Compensation Committee to be aligned with the overall interests of the company.

  8. Overview of Executive Compensation Process

    Overview of Executive Compensation Process Our Compensation Committee oversees the compensation policies, plans, and programs for all of our employees generally, but only reviews and specifically approves the compensation for our executive officers and Section 16 officers. In making its executive compensation determinations, our Compensation Committee considers recommendations from our Chief Executive Officer (except with respect to his own performance and compensation). The Compensation Committee considers our Chief Executive Officer’s input in executive sessions and can accept, reject or modify these recommendations in its discretion. The Compensation Committee may consult with compensation consultants, legal counsel and other advisors in designing our compensation program, including in evaluating the competitiveness of individual compensation packages. A key objective of our executive compensation program is to ensure that the overall compensation packages we offer our executive officers remain competitive with the packages offered by companies with which we compete for executive talent. Accordingly, our Compensation Committee, with the assistance of its compensation consultant, Radford, has developed a peer group of companies to serve as the basis for comparing our executive compensation program to the market. The Compensation Committee annually reviews the composition of the peer group to account for changes in both our business and the businesses of the companies in the peer group, considering: •Industry: biopharmaceutical companies, with a therapeutic focus on oncology; •Stage of Development: clinical-stage companies, with an emphasis on companies in late-stage clinical development; •Market Capitalization: market capitalization of between $500.0 million to $5.0 billion, representing a range of approximately one-third to three and one-third times our market capitalization at the time of review; •Headcount: headcount between 150 and 1,500 employees, with such outer range representing approximately 3 times our size at the time of review; and •Geography: geographically situated in a biotechnology hub within the U.S., with a preference for those located in Northern California. Following this review, the Compensation Committee approved the peer group set forth below to help set executive compensation for our fiscal year 2023, which differed from the prior year peer group as three companies were added and four companies were removed. The changes to our peer group from the prior year are largely due to changes in stage of development and market capitalization.

  9. Elements of Compensation

    Elements of Compensation Our executive compensation program generally consists of three principal components: •Base salary; •Short-term incentives in the form of an annual cash bonus opportunity; and •Long-term incentives in the form of equity incentive awards (stock options and RSUs). As part of our pay-for-performance philosophy, a substantial portion of executive compensation is variable and at risk. However, we do not have any formal policies for allocating compensation among salary, cash bonus opportunity and equity incentives, or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each executive officer that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. Base Salary Base salary is intended to provide financial security through a fixed amount of cash compensation to compensate our executive officers for performing their day-to-day duties and responsibilities. We believe this balances against the impact of having the remainder of their compensation at risk in the form of annual cash bonuses and equity-based incentive compensation. The Compensation Committee establishes base salary amounts based on a number of factors, including the market data from peer companies provided by our compensation consultant, Radford, generally targeting the 50th to 75th percentile. However, the Compensation Committee also considers the scope of the executive officer’s responsibilities, experience, achievements, leadership, teamwork and value to us. The Compensation Committee reviews the base salary of each of our executive officers on an annual basis. For 2023, Dr. Rosen's base salary was increased from $400,000 to $650,000. The increase in 2023 is the first increase accepted by Dr. Rosen since 2019. For 2023, Mr. Goeltz received a base salary of $490,000 (an increase of $20,000 from the prior year), Dr. Jaen received $575,000 (an increase of $25,000 from the prior year), Ms. Jarrett received $575,000 (an increase of $25,000 from the prior year) and Dr. Nuyten, who joined us in August 2022, received $562,000 (an increase of $22,000 from his annualized base salary in 2022). Cash Bonus Cash bonus is intended to motivate and reward our executive officers for attaining rigorous annual corporate performance goals that relate to our key business objectives. The Compensation Committee generally reviews annually the target bonus amounts, calculated as a percentage of base salary, which are determined based upon competitive bonus opportunities among our peer group, generally targeting the 50th to 75th percentile. The Compensation Committee determines actual bonus amounts earned after the end of the year based on our overall performance and each individual’s achievement and contributions. Our annual corporate performance goals are typically established around the beginning of each year. Management prepares a set of goals covering corporate, development and financial objectives and key activities, which is then reviewed and, following any modification the Compensation Committee deems appropriate, approved by our Compensation Committee. For 2023, our Compensation Committee approved corporate performance goals, which included: •ensure timely start-up activities and strong early enrollment for key Phase 3 studies, including STAR-121 and STAR-221; •present data from ARC-7 and EDGE-Gastric to support enrollment in our Phase 3 studies evaluating domvanalimab and zimberelimab; •generate proof of concept data for quemliclustat and etrumadenant to support advancement of the clinical programs; •initiate a Phase 1b combination study with casdatifan and remain on track to initiate a Phase 3 study by early 2025; •advance two development candidates into clinical development; and •maintain a significant cash runway that extends through 2026. We do not disclose the specific portions or weighting of these goals, because they include highly sensitive and competitive data, and therefore, we believe that such disclosure would result in competitive harm to us. The Compensation Committee does not use a formula to calculate any individual’s performance. Rather, it evaluates the totality of the company’s achievements relative to its corporate goals, overall progress and performance and contribution towards the creation of long-term stockholder value, and each individual's contributions. Achievements considered by the Compensation Committee include the “2023 Business Highlights” discussed above and the 2023 bonuses approved by the Compensation Committee for each named executive officer are set forth below:

  10. Elements of Compensation

    | Name and Title | 2023 Bonus Target (%) | 2023 Bonus Target ($) | Bonus Payout for 2023 Performance ($) | | Terry Rosen, Ph.D., Chief Executive Officer | 85% | 552,500 | 550,000 | | Robert C. Goeltz, II, Chief Financial Officer | 45% | 220,500 | 220,000 | | Juan Carlos Jaen, Ph.D., President | 50% | 287,500 | 300,000 | | Jennifer Jarrett, Chief Operating Officer | 50% | 287,500 | 300,000 | | Dimitry Nuyten, M.D., Ph.D., Chief Medical Officer | 45% | 252,900 | 250,000 |

  11. Elements of Compensation

    The Compensation Committee considered our 2023 achievements, particularly the enrollment status of STAR-121 and STAR-221 in 2023 and the overall progress of our clinical development pipeline, which the Committee considered critical to the company’s success. In recognition of Dr. Rosen’s leadership of the company, the Compensation Committee awarded him a bonus in the amount set forth in the table above. With respect to Mr. Goeltz, key performance highlights included the continuous assessment of our budget and cash forecast during 2023 which allowed us to efficiently assess strategic decisions around clinical programs with a high degree of confidence. Additionally, he led a strategic planning exercise to align a broad portfolio of molecules and clinical trials against a scenario analysis, including timing and other critical variables, with the corresponding capital requirements; the results of the exercise enabled us to evaluate the financial impact of the terms of our recent amendments to our agreements with Gilead, which transaction extended our cash runway by approximately 12 months. Mr. Goeltz's leadership, strategic planning and foresight are critical to ensuring that we optimize the financial benefits of and opportunities associated with our relationships with Gilead and other collaboration partners. With respect to Dr. Jaen, key performance highlights included continued productivity of our discovery platform, including the expansion of the collaboration with Gilead to include two targets that are applicable to inflammatory disease and the continued development of the outstanding small molecule discovery team and its leadership. He also led the efforts resulting in two new molecules entering clinical development, including an AXL inhibitor that we believe is the first such inhibitor with the potency and selectivity against the target to truly evaluate the therapeutic benefit associated with this target and mechanism. His team also has continued to generate important translational data in support of our clinical programs, a notable example involved our CD73 inhibitor quemliclustat in ARC-8 (pancreatic cancer). He also works very closely with the clinical development group in bringing the biological and mechanism of action perspectives to decision making affecting our selections of combinations, settings and trial design. With respect to Ms. Jarrett, key performance highlights included continued leadership of our corporate governance framework to support ongoing improvement in collaboration and cooperation amongst teams, as well as enhancing alignment with our counterparts at Gilead, working towards a seamless integration of our teams to enable the most efficient decision-making and cross-company execution of our joint clinical development plan. These efforts were evident in the expansion of the Gilead collaboration to include two new targets applicable to inflammatory disease. Ms. Jarrett’s leadership and efforts on the corporate development and the medical affairs fronts, both strategic and tactical, have laid the groundwork for an opportunity for us to fully leverage the advantages associated with our HIF-2a inhibitor casdatifan and enable its potential as a best-in-class agent as well as component in best-in-class combinations. She has also positioned us well to begin the work necessary to be ready to launch and commercialize our initial product candidates, balancing the needs to create the necessary human infrastructure with the opportunity to leverage this strength in our partner Gilead. Dr. Nuyten continues to bolster the clinical team with high-quality hires and leads the team with a clear vision and operational framework. These efforts were important in the successful advancement of casdatifan and enrollment results seen in our STAR-221 and STAR-121 studies, the former of which we are operationalizing and is anticipated to be fully enrolled ahead of schedule. His team also worked with an external group to generate a robust synthetic control arm, crucial to the data analysis, for the ARC-8 dataset and also delivered an outstanding dataset for ARC-9, our randomized phase 2 trial in colorectal cancer, the results of which will be presented at a medical conference in 2024. Perhaps of greatest importance, given the promise of our most advanced program, the domvanalimab/zimberelimab (anti-TIGIT/anti-PD-1) combination, Dr. Nuyten led the generation of an interim analysis of our EDGE-Gastric trial (upper GI cancers), a dataset presented at ASCO Plenary, which provided proof of concept data for the anti-TIGIT mechanism in this setting and further data supporting the differentiation of domvanalimab from the other anti-TIGITs in late-stage development. Equity Incentives We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Therefore, equity awards represent the largest at-risk component of our executive compensation program. For our 2023 annual equity awards, our Compensation Committee determined that the appropriate mix for our equity grants be split, with approximately 67% of the value delivered through stock options and 33% of the value delivered through RSUs. The Compensation Committee believes that this equity mix helps to ensure long-term performance and strong alignment with our stockholders’ interests because their value predominantly depends on future stock price appreciation. Including RSUs also promotes retention and allows us to deliver value while using fewer authorized shares. In determining the aggregate value of the equity awards granted to our executive officers, the Compensation Committee considers a number of factors, including corporate and individual performance, current equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by Radford. For our 2023 annual equity awards, the Compensation Committee approved these awards at its meeting in the first quarter of 2023 following completion of our annual performance review process. We do not time the grant of our equity awards to be in advance of the announcement of any material information. Other Benefits Our executive officers are eligible to participate in our health and welfare plans to the same extent as are all full-time employees generally. We have established a 401(k) tax-deferred savings plan, which permits participants, including our executive officers, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. We are responsible for administrative costs of the 401(k) plan. In 2022, we began providing a company match to all eligible employees. For the 2023 plan year, we matched 100% of the participant’s salary deferrals up to 6% of their salary and a maximum of $5,000 per participant for the plan year. In addition, we provided a health and wellness and commute/telecommute stipend of $300 per quarter for each eligible employee.

  12. Summary Compensation Table

    Summary Compensation Table The following table shows compensation awarded to or paid to, or earned by, our named executive officers for the fiscal years ended December 31, 2023, 2022 and 2021:

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Stock Options(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | | Terry Rosen, Ph.D. Chief Executive Officer and Director | 2023 | 650,000 | — | 2,327,514 | 6,582,319 | 550,000 | 11,112 | 10,120,945 | | | 2022 | 350,000(4) | — | 2,146,950 | 6,145,370 | 400,000 | 6,112 | 9,048,432 | | | 2021 | 366,875(4) | 300,000(5) | 1,652,850 | 6,896,008 | — | 267,606(6) | 9,483,339 | | Robert C. Goeltz, II Chief Financial Officer | 2023 | 490,000 | — | 748,680 | 2,120,458 | 220,000 | 8,694 | 3,587,832 | | | 2022 | 470,000 | — | 511,965 | 1,396,675 | 270,000 | 5,294 | 2,653,934 | | | 2021 | 435,000 | — | 459,125 | 1,847,145 | 175,000 | 2,810 | 2,919,080 | | Juan Carlos Jaen, Ph.D. President | 2023 | 575,000 | — | 1,008,516 | 2,852,338 | 300,000 | 14,544 | 4,750,398 | | | 2022 | 550,000 | — | 1,032,188 | 2,793,350 | 370,000 | 11,144 | 4,756,682 | | | 2021 | 535,000 | — | 711,644 | 2,863,075 | 300,000 | 5,564 | 4,415,283 | | Jennifer Jarrett Chief Operating Officer | 2023 | 575,000 | — | 1,008,516 | 2,852,338 | 300,000 | 8,694 | 4,744,548 | | | 2022 | 550,000 | — | 1,032,188 | 2,793,350 | 370,000 | 5,294 | 4,750,832 | | | 2021 | 525,000 | — | 14,692,000 | — | 300,000 | 3,242 | 15,520,242 | | Dimitry Nuyten, M.D., Ph.D. (7) Chief Medical Officer | 2023 | 562,000 | — | 748,680 | 2,120,458 | 250,000 | 11,784 | 3,692,922 | | | 2022 | 225,000 | — | 1,105,000 | 3,114,689 | 160,000 | 337 | 4,605,026 |

  14. Summary Compensation Table

    (1)The amount represents the aggregate grant date fair value of restricted stock units on the date of grant, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining fair values for option awards are described in Note 8 to our financial statements included in our Annual Report. (2)The amount represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining fair values for option awards are described in Note 8 to our financial statements included in our Annual Report. (3)The amounts disclosed represent cash bonuses earned upon achievement of annual corporate performance goals for the applicable year and were payable after the end of the year according to the terms of the bonus program, based on the company's overall performance and each individual's achievement and contributions. (4)Dr. Rosen voluntarily agreed to reduce his salary from $400,000 for the fiscal years 2022 and 2021 to fund an employee meal program. (5)Reflects a discretionary bonus paid in recognition of Dr. Rosen's leadership and performance that contributed to our 2021 achievements, particularly the validation of our programs with Gilead's option exercises. (6)Includes $262,041 paid on Dr. Rosen's behalf for HSR filing fees and related payroll taxes. (7)Dr. Nuyten joined our company August 2022.

  15. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table shows certain additional information regarding grants of plan-based awards to our named executive officers for the 2023 fiscal year:

  16. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Award | Grant-Date Fair Value of Stock and Option Award (2) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | (#) | (#) | ($ per share) | ($) | | Terry Rosen, Ph.D. | Option | 1/23/2023 | — | — | — | — | 429,000 | 22.02 | 6,582,319 | | | RSU | 1/23/2023 | — | — | — | 105,700 | — | — | 2,327,514 | | | Bonus | N/A | — | 552,500 | — | — | — | — | — | | Robert C. Goeltz, II | Option | 1/23/2023 | — | — | — | — | 138,200 | 22.02 | 2,120,458 | | | RSU | 1/23/2023 | — | — | — | 34,000 | — | — | 748,680 | | | Bonus | N/A | — | 220,500 | — | — | — | — | — | | Juan Carlos Jaen, Ph.D. | Option | 1/23/2023 | — | — | — | — | 185,900 | 22.02 | 2,852,338 | | | RSU | 1/23/2023 | — | — | — | 45,800 | — | — | 1,008,516 | | | Bonus | N/A | — | 287,500 | — | — | — | — | — | | Jennifer Jarrett | Option | 1/23/2023 | — | — | — | — | 185,900 | 22.02 | 2,852,338 | | | RSU | 1/23/2023 | — | — | — | 45,800 | — | — | 1,008,516 | | | Bonus | N/A | — | 287,500 | — | — | — | — | — | | Dimitry Nuyten, M.D., Ph.D. | Option | 1/23/2023 | — | — | — | — | 138,200 | 22.02 | 2,120,458 | | | RSU | 1/23/2023 | — | — | — | 34,000 | — | — | 748,680 | | | Bonus | N/A | — | 252,900 | — | — | — | — | — |

  17. 2023 Grants of Plan-Based Awards

    (1)Reflects the target award each named executive officer was eligible to receive. Actual amounts paid in early 2023 are presented in the Summary Compensation Table above. There were no threshold or maximum amounts established. (2)Represents the grant-date fair value of each equity award, calculated in accordance with Topic 718.

  18. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table shows certain information regarding outstanding equity awards of our named executive officers as of December 31, 2023:

  19. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Yet Vested (#) | Market Value of Shares or Units That Have Not Yet Vested(1) ($) | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | | | | | | Terry Rosen, Ph.D. | 1/16/2019 | 200,000(2) | — | 10.36 | 1/15/2029 | — | — | | | 1/17/2020 | 342,708(3) | 7,292 | 10.23 | 1/16/2030 | — | — | | | 1/19/2021 | 204,167(3) | 75,833 | 36.73 | 1/18/2031 | — | — | | | 3/8/2022 | 131,771(3) | 143,229 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 98,313(3) | 330,687 | 22.02 | 1/22/2033 | — | — | | | 6/4/2020 | — | — | — | — | 25,000(8) | 477,500 | | | 1/19/2021 | — | — | — | — | 11,250(9) | 214,875 | | | 3/8/2022 | — | — | — | — | 32,500(9) | 620,750 | | | 1/18/2023 | — | — | — | — | 79,275(9) | 1,514,153 | | Robert C. Goeltz, II | 8/3/2020 | 208,333(4) | 41,667 | 21.06 | 8/2/2030 | — | — | | | 1/19/2021 | 54,688(3) | 20,312 | 36.73 | 1/18/2031 | — | — | | | 3/8/2022 | 29,948(3) | 32,552 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 31,671(3) | 106,529 | 22.02 | 1/22/2033 | — | — | | | 1/19/2021 | — | — | — | — | 3,125(9) | 59,688 | | | 3/8/2022 | — | — | — | — | 7,750(9) | 148,025 | | | 1/23/2023 | — | — | — | — | 25,500(9) | 487,050 | | Juan Carlos Jaen, Ph.D. | 1/16/2019 | 200,000(2) | — | 10.36 | 1/15/2029 | — | — | | | 1/17/2020 | 195,833(3) | 4,167 | 10.23 | 1/16/2030 | — | — | | | 1/19/2021 | 84,766(3) | 31,484 | 36.73 | 1/18/2031 | — | — | | | 3/8/2022 | 59,896(3) | 65,104 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 42,602(3) | 143,298 | 22.02 | 1/22/2033 | — | — | | | 6/4/2020 | — | — | — | — | 13,750(8) | 262,625 | | | 1/19/2021 | — | — | — | — | 4,843(9) | 92,501 | | | 3/8/2022 | — | — | — | — | 15,624(9) | 298,418 | | | 1/23/2023 | — | — | — | — | 34,350(9) | 656,085 | | Jennifer Jarrett | 3/15/2017 | 181,166(5) | — | 1.23 | 3/14/2027 | — | — | | | 1/4/2018 | 107,694(5) | — | 5.39 | 1/3/2028 | — | — | | | 6/8/2018 | 161,114(5) | — | 16.95 | 6/7/2028 | — | — | | | 1/14/2019 | 35,000(5) | — | 9.07 | 1/13/2029 | — | — | | | 6/6/2019 | 35,000(5) | — | 7.99 | 6/5/2029 | — | — | | | 6/4/2020 | 14,000(5) | — | 30.05 | 6/3/2030 | — | — | | | 10/1/2020 | 712,500(6) | 187,500 | 17.17 | 9/30/2030 | — | — | | | 3/8/2022 | 59,896(3) | 65,104 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 42,602(3) | 143,298 | 22.02 | 1/22/2033 | — | — | | | 1/19/2021 | — | — | — | — | 100,000(10) | 1,910,000 | | | 3/8/2022 | — | — | — | — | 15,624(9) | 298,418 | | | 1/23/2023 | — | — | — | — | 34,350(9) | 656,085 | | Dimitry Nuyten, M.D., Ph.D. | 8/23/2022 | 56,667(7) | 113,333 | 26.00 | 8/22/2032 | — | — | | | 1/23/2023 | 31,671(3) | 106,529 | 22.02 | 1/22/2033 | — | — | | | 8/23/2022 | — | — | — | — | 31,875(11) | 608,813 | | | 1/23/2023 | — | — | — | — | 25,500(9) | 487,050 |

  20. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)For the purpose of determining market value, we assumed a stock price of $19.10, the closing sale price per share of our common stock on December 29, 2023, the last business day of our last fiscal year. (2)The shares subject to this option vest in 48 substantially equal monthly installments commencing on January 16, 2019, provided the officer remains in our continuous service through each vesting date. (3)The shares subject to this option vest in 48 substantially equal monthly installments commencing on January 1 of the year of grant provided the officer remains in our continuous service through each vesting date. (4)The shares subject to this option vest in 48 substantially equal monthly installments commencing on August 1, 2020, provided the officer remains in our continuous service through each vesting date. (5)The shares subject to this option are fully vested. (6)The shares subject to this option vest in 48 substantially equal monthly installments commencing on October 1, 2020, provided the officer remains in our continuous service through each vesting date. (7)The shares subject to this option vest in 48 substantially equal monthly installments commencing on August 1, 2022, provided the officer remains in our continuous service through each vesting date. (8)The shares subject to this RSU award vest in four equal annual installments commencing June 15, 2021, provided the officer remains in our continuous service through each vesting date. Accordingly, the number of shares in the table reflect only those shares subject to the RSU award that remain unvested. (9)The shares subject to this RSU award vest in four equal annual installments commencing December 15 of the year of grant, provided the officer remains in our continuous service through each vesting date. Accordingly, the number of shares in the table reflect only those shares subject to the RSU award that remain unvested. (10)The shares subject to this RSU award vest in sixteen substantially equal quarterly installments commencing March 15, 2021, provided the officer remains in our continuous service through each vesting date. Accordingly, the number of shares in the table reflect only those shares subject to the RSU award that remain unvested. (11)The shares subject to this RSU award vest in four equal annual installments commencing September 15, 2023, provided the officer remains in our continuous service through each vesting date. Accordingly, the number of shares in the table reflect only those shares subject to the RSU award that remain unvested.

  21. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested There were no exercises of stock options by the named executive officers during the year ended December 31, 2023. The below table describes the number of shares acquired upon vesting of RSUs for the named executive officers during the year ended December 31, 2023.

  22. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting (1) ($) | | Terry Rosen, Ph.D. | 78,925 | 1,467,121 | | Robert C. Goeltz, II | 15,500 | 280,860 | | Juan Carlos Jaen, Ph.D. | 37,857 | 706,319 | | Jennifer Jarrett | 119,263 | 2,230,296 | | Dimitry Nuyten, M.D., Ph.D. | 19,125 | 372,576 |

  23. 2023 Option Exercises and Stock Vested

    (1)The amount represents the closing market price of our common stock on the vesting date multiplied by the number of shares of common stock that vested on that date.

  24. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to calculate and disclose the ratio of our median employee’s annual total compensation to the annual total compensation of Dr. Rosen, our Chief Executive Officer. For the fiscal year ended December 31, 2023, the total compensation for Dr. Rosen was $10,120,945 as reported in the Summary Compensation Table, whereas the total compensation for our median employee was $222,038 resulting in a pay ratio of approximately 45.6 to 1. We identified median employee by use of a “consistently applied compensation measure” (CACM) that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee (other than Dr. Rosen) as of November 15, 2023: (i) annual base pay, (ii) annual target cash incentive opportunity, and (iii) the grant date fair value for equity awards granted in 2023. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management uses the CEO Pay Ratio measure in making compensation decisions.

  25. Pay versus Performance

    Pay versus Performance The following table discloses additional compensation information of (i) our Chief Executive Officer and (ii) all other named executive officers (the "Other NEOs"), including “compensation actually paid” during the specified years alongside total shareholder return ("TSR") and net income metrics:

  26. Pay versus Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | Year(1) | Summary compensation table total for CEO ($) | Compensation actually paid to CEO(2)(3) ($) | Average summary compensation table total for Other NEOs ($) | Average Compensation actually paid to Other NEOs(2)(4) ($) | Total shareholder return(5) ($) | Peer group total shareholder return(5) ($) | Net income(6) ($ millions) | | 2023 | 10,120,945 | 7,480,720 | 4,193,925 | 2,953,574 | 194.36 | 94.37 | (307) | | 2022 | 9,048,432 | (2,065,105) | 4,191,618 | (2,394,074) | 204.75 | 87.61 | (267) | | 2021 | 9,483,339 | 14,577,932 | 5,939,512 | 7,091,681 | 400.69 | 117.83 | 53 | | 2020 | 5,685,664 | 12,015,409 | 5,363,707 | 10,455,559 | 257.03 | 148.03 | (123) |

  27. Pay versus Performance

    (1)Our Chief Executive Officer for each of the years presented was Dr. Rosen. Our Other NEOs for 2023 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett and Dimitry Nuyten. Our Other NEOs for 2022 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett and Dimitry Nuyten. Our Other NEOs for 2021 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett, Carolyn Tang and William Grossman. Our Other NEOs for 2020 were Jennifer Jarrett and William Grossman. (2)Fair value or change in fair value, as applicable, of equity awards in the "compensation actually paid" columns was determined by reference to (i) for RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price and (ii) for stock options, the fair value estimated using a binomial lattice model as of the applicable year-end or vesting date(s). Key inputs included the contractual terms of each agreement such as vesting date, maturity date, and exercise price, while additional key inputs included the closing stock price, volatility, dividend rates, risk free rates, and an early-exercise factor which were all determined as of the revaluation date. (3)The adjustments made to the summary compensation table total for Dr. Rosen for each year presented above to determine compensation actually paid to Dr. Rosen in such year are shown in the tables below:

  28. Pay versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Summary compensation table total | 10,120,945 | 9,048,432 | 9,483,339 | 5,685,664 | | Less, value of stock & option awards | (8,909,833) | (8,292,320) | (8,548,858) | (5,356,475) | | Plus year-end value of awards granted in fiscal year that are unvested and outstanding | 5,634,249 | 3,788,462 | 7,142,260 | 7,893,097 | | Plus change in fair value of prior year awards that are outstanding and unvested | (573,908) | (5,490,389) | 3,923,736 | 1,828,423 | | Plus FMV as of the vesting date of awards granted this year and that vested this year | 1,648,267 | 1,608,814 | 1,783,385 | 1,108,163 | | Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year | (439,000) | (2,728,104) | 794,070 | 856,537 | | Total adjustments | (2,640,225) | (11,113,537) | 5,094,593 | 6,329,745 | | Compensation actually paid to CEO | 7,480,720 | (2,065,105) | 14,577,932 | 12,015,409 |

  29. Pay versus Performance

    (4)The adjustments made to the average summary compensation table total for Other NEOs for each year presented above to determine average compensation actually paid to Other-NEOs in such year are shown in the tables below:

  30. Pay versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Summary compensation table total | 4,193,925 | 4,191,618 | 5,939,512 | 5,363,707 | | Less, value of stock & option awards | (3,364,997) | (3,444,851) | (5,298,516) | (4,864,788) | | Plus year-end value of awards granted in fiscal year that are unvested and outstanding | 2,127,890 | 1,848,729 | 3,797,282 | 6,969,591 | | Plus change in fair value of prior year awards that are outstanding and unvested | (367,886) | (4,050,985) | 2,678,504 | 1,656,950 | | Plus FMV as of the vesting date of awards granted this year and that vested this year | 622,491 | 528,662 | 1,094,353 | 509,856 | | Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year | (257,849) | (1,467,247) | 678,367 | 820,243 | | Less, prior year fair value of prior year awards that failed to vest this year | — | — | (1,827,217) | — | | Plus adjustments for stock modification | — | — | 29,396 | — | | Total adjustments | (1,240,351) | (6,585,692) | 1,152,169 | 5,091,852 | | Compensation actually paid to Other NEOs | 2,953,574 | (2,394,074) | 7,091,681 | 10,455,559 |

  31. Pay versus Performance

    (5)TSR figures assume an initial investment in our common stock of $100 on December 31, 2019. The peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P Biotechnology Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 27. (6)Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown.

  32. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described above under “Compensation Discussion and Analysis,” our executive compensation program is built around a pay-for-performance framework. While we utilize various performance measures to align executive compensation with company performance, these measures are focused on the clinical development of our investigational products and, as such, are non-financial in nature. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. As a result, we do not have a financial performance measure as described in Item 402(v)(2)(vi) of Regulation S-K to link compensation actually paid to our performance. The most important performance measures that we use to link executive compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance are as follows: •Expansion of our co-development programs with our strategic partners; •Initiation of new registrational trials; •Demonstrating proof of concept for investigational products; •Nomination of new development candidates; and •Efficient utilization of our resources in the advancement and execution of our clinical programs and pipeline. The graphs below show the relationship between (i) the compensation actually paid to both our Chief Executive Officer and the Other NEOs for the years set forth in the Pay versus Performance Table and (ii) the net income/loss and total shareholder return for the corresponding years: All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.

  33. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  34. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023 The following table sets forth information about the compensation of the non-employee members of the Board who served as a director during the year ended December 31, 2023. We did not pay any compensation for service as a director to Dr. Rosen, Dr. Jaen, Ms. Jarrett, Dr. Higgins or Dr. Parsey in the year ended December 31, 2023.

  35. Director Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Options Awards(2) ($) | All Other Compensation (3) ($) | Total ($) | | Kathryn Falberg | 75,750 | 133,280 | 270,052 | — | 479,082 | | Yasunori Kaneko, M.D. | 99,879 | 133,280 | 270,052 | — | 503,211 | | David Lacey, M.D. | 57,500 | 133,280 | 270,052 | 40,000 | 500,832 | | Nicole Lambert | 47,500 | 133,280 | 270,052 | — | 450,832 | | Patrick Machado, J.D. | 52,500 | 133,280 | 270,052 | — | 455,832 | | Andrew Perlman, M.D., Ph.D. | 52,500 | 133,280 | 270,052 | — | 455,832 | | Antoni Ribas, M.D. Ph.D. | 47,500 | 133,280 | 270,052 | 20,000 | 470,832 |

  36. Director Compensation for Fiscal 2023

    (1)The amount represents the aggregate fair market value of restricted stock units on the date of grant. Each of these directors was granted only one restricted stock unit award in 2023. The valuation assumptions used in determining such amounts are described in Note 8 to our financial statements included in our Annual Report. Each of these directors was granted only one stock option award in 2023. (2)The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 8 to our financial statements included in our Annual Report. Each of these directors was granted only one stock option award in 2023. (3)Consists of cash compensation for service on our advisory boards. The below table summarizes the options to purchase shares of our common stock and the unvested restricted stock units held by our non-employee directors at December 31, 2023:

  37. Director Compensation for Fiscal 2023

    | Name | Number of Shares Subject to Option Awards | Number of Shares Subject to Restricted Stock Units | | Kathryn Falberg | 99,400 | 6,800 | | Yasunori Kaneko, M.D. | 64,400 | 6,800 | | David Lacey, M.D. | 105,400 | 6,800 | | Nicole Lambert | 58,000 | 8,366 | | Patrick Machado, J.D. | 114,400 | 6,800 | | Andrew Perlman, M.D., Ph.D. | 71,400 | 6,800 | | Antoni Ribas, M.D., Ph.D. | 119,400 | 6,800 |